What is the relationship between the Multi-Unit Development Agreement and the Rhode Island Rider for Cinch I.T.?
Cinch_I_T Franchise · 2024 FDDAnswer from 2024 FDD Document
ODE ISLAND**
THIS RIDER (this "Rider") is made and entered into by and between CINCH FRANCHISE, LLC, a Massachusetts limited liability company with its principal place of business at 27 West Mountain Street, Worcester, Massachusetts 01606 ("CINCH I.T."), and the person(s) or entity identified as the developer ("Developer") with its principal place of business as set forth on Multi-Unit Development Agreement. In this Rider, "we," "us," and "our" refers to CINCH I.T.. "You" and "your" refers to Developer.
| 1. BACKGROUND. We and you are parties to that certain Multi-Unit Development Agreement dated | ||
|---|---|---|
| , 20 (the "Multi-Unit Development Agreement"). This Rider is | ||
| annexed to and forms part of the Multi-Unit Development Agreement. This Rider is being signed because | ||
| (a) you are domiciled in Rhode Island and the Franchised Business that you will operate under a | ||
| Franchise Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity | ||
| relating to the Franchise Agreement occurred in Rhode Island. |
- INCORPORATION OF OTHER TERMS. The following language is added to the end of Section 23 ("Incorporation of Other Terms") of the Multi-Unit Development Agreement:
TERMINATION. Section 6-50-4 of the Rhode Island Fair Dealership Law includes the requirement that, in certain circumstances, a developer receive 90 days' notice of termination, cancellation, non-renewal or substantial change in competitive circumstances. The notice shall state all the reasons for termination, cancellation or substantial change in competitive circumstances and shall provide that the developer has 60 days in which to rectify any claimed deficiency and shall supersede the requirements of the Multi-Unit Development Agreement to the extent they may be inconsistent with the Law's requirements. If the deficiency is rectified within 60 days the notice shall be void. The above-notice provisions shall not apply if the reason for termination, or cancellation is insolvency, the occurrence of an assignment for the benefit of creditors or bankruptcy. If the reason for termination, cancellation or substantial change in competitive circumstances is nonpayment of sums due under the Multi-Unit Development Agreement, you shall be entitled to written notice of such default, and shall have 10 days in which to remedy such default from the date of delivery or posting of such notice.
GOVERNING LAW/FORUM FOR LITIGATION. SECTION 19-28.1-14 OF THE RHODE ISLAND FRANCHISE INVESTMENT ACT PROVIDES THAT "A PROVISION IN A FRANCHISE AGREEMENT RESTRICTING JURISDICTION OR VENUE TO A FORUM OUTSIDE THIS STATE OR REQUIRING THE APPLICATION OF THE LAWS OF ANOTHER STATE IS VOID WITH RESPECT TO A CLAIM OTHERWISE ENFORCEABLE UNDER THIS ACT". TO THE EXTENT REQUIRED BY APPLICABLE LAW, RHODE ISLAND LAW WILL APPLY TO CLAIMS ARISING UNDER THE RHODE ISLAND FRANCHISE INVESTMENT ACT.
IN WITNESS WHEREOF, the parties have executed and delivered this Rider on the dates noted below, to be effective as of the Effective Date of the Multi-Unit Development Agreement.
DEVELOPER
AMENDMENT TO CINCH FRANCHISE, LLC FRANCHISE AGREEMENT REQUIRED BY THE STATE OF WISCONSIN
| This Amendment is entered into this, 20 (the "Effective Date")
Source: Item 23 — RECEIPTS (FDD pages 60–269)
What This Means (2024 FDD)
According to Cinch I.T.'s 2024 Franchise Disclosure Document, the Rider to the Multi-Unit Development Agreement is designed for use in Rhode Island and is an integral part of the Multi-Unit Development Agreement. The Rider is made between Cinch I.T. and the developer and is annexed to and forms part of the Multi-Unit Development Agreement. It is signed because the developer is domiciled in Rhode Island, the franchised business will be located there, and/or any offering or sales activity related to the Franchise Agreement occurred in Rhode Island.
The Rhode Island Rider modifies specific sections of the Multi-Unit Development Agreement to comply with Rhode Island law. For instance, it addresses termination conditions, ensuring that developers receive 90 days' notice for termination in certain circumstances, with a 60-day period to rectify any deficiencies. This supersedes any inconsistent requirements in the original Multi-Unit Development Agreement. Additionally, the rider specifies that Rhode Island law will govern claims arising under the Rhode Island Franchise Investment Act, overriding any provisions that restrict jurisdiction or venue to outside the state.
In effect, the Rider ensures that the Multi-Unit Development Agreement adheres to Rhode Island's franchise regulations, providing additional protections and legal clarity for Cinch I.T. developers operating within the state. It is important for prospective Cinch I.T. multi-unit developers in Rhode Island to carefully review this Rider in conjunction with the Multi-Unit Development Agreement to fully understand their rights and obligations under Rhode Island law.